China 3d Digital Entertainment : Circular - Proposed Subscription Of Convertible Bonds Under Specific Mandate

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If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser .

If you have sold or transferred all your shares in China 3D Digital Entertainment Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee .

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular .

China 3D Digital Entertainment Limited

中國 3D 數碼娛樂有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 8078)

1. PROPOSED SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE AND
2. NOTICE OF SGM

Terms used in this cover shall have the same meanings as defined in this circular .

A notice convening the SGM to be held at 7/F, Zung Fu Industrial Building, 1067 King's Road, Quarry Bay, Hong Kong at 4:00 p .m . on Tuesday, 2 February 2016 is set out on pages 26 to 28 of this circular . A form of proxy for the special general meeting is enclosed herein . Whether or not you are able to attend the meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the meeting . Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish .

* for identification purposes only

18 January 2016

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

In this circular, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein:

"Acquisition" the acquisition of the Sale Shares by the Purchaser from the Vendor pursuant to the Sale and Purchase Agreement

"Adjustment Amount" the amount (payable as an adjustment to the Consideration) equal

to 40% of the net asset value of the Target Company as shown in the consolidated financial statements of the Target Group made up to the date of Completion

"Announcement" the announcement dated 14 December 2015 in relation to, inter alia, the Acquisition and the Convertible Bonds

"approved merchant bank" a merchant bank of repute in Hong Kong selected by the Company

and agreed by the bondholder for the purpose of providing a specific opinion or calculation or determination hereunder or, in the absence of such agreement, such merchant bank as may be appointed by the President for the time being of the Hong Kong Institute of Certified Public Accountants upon the request of either the Company or the bondholder

"Board" the board of Directors

"Business" business of full service modelling and talent agency which the Target Company is principally engaged in

"Business Day(s)" a day (other than Saturday and Sunday) on which banks in Hong Kong are generally open for normal banking business

"BVI" British Virgin Islands

"Capital Distribution" any cash dividend or a distribution in specie and any dividend

charged or provided for in the accounts for any financial period after 30 June, 2015 shall (whenever paid and however described) be deemed to be a capital distribution provided that any such dividend shall not be so deemed if the rate of that dividend, together with all other dividends on the class of capital in question charged or provided for in the accounts for the financial period in question, does not exceed the lesser of (i) the aggregate rate of dividend on such class of capital charged or provided for in the accounts for the last preceding financial period and (ii) an amount (rounded up to the nearest one tenth of a cent) A x 3%:

where:

A = the Conversion Price prevailing on the first day of the financial period in question